CERENOME, INC. agreed to issue senior secured convertible notes with an aggregate original principal amount of $21,276,596, including $3,000,000 expected at the initial closing. The financing is intended for Working Capital and general corporate purposes, while its terms include 8.0% interest, a 2.5% Revenue Royalty and potential conversion into common stock.

Key Highlights

  • The notes carry a 6.0% original issue discount and accrue interest at 8.0% annually.
  • The notes will have first-priority claims over substantially all present and future Assets of Cerenome and CNSide.
  • Initial closing expected on or about September 10, 2026, with gross proceeds of $3,000,000 before legal fees and transaction expenses.
  • Financing includes Initial Notes of $3,191,489, Second Notes of $2,127,660 and Additional Notes of $15,957,447.

The initial closing was expected on or about September 10, 2026, with gross proceeds of $3,000,000 before legal fees and transaction expenses.

$21.3M Note Financing Structure

The financing includes Initial Notes totaling $3,191,489, Second Notes totaling $2,127,660 and Additional Notes totaling $15,957,447. The investor may purchase Additional Notes in future closings, while Cerenome (NASDAQ: CNSY) may also require those purchases if specified conditions are met. The notes can convert into common stock and were offered under an exemption from Securities Act registration requirements. Cerenome is expected to enter into registration rights arrangements covering shares issuable upon conversion of the Initial Notes, Second Notes and Additional Notes.

8.0% Interest, Equity Conversion and Asset Security

Each note will carry a 6.0% original issue discount and 8.0% annual interest, with the rate rising to the lesser of 18% or the maximum legal rate during an Event of Default. The notes mature on the one-year anniversary of issuance unless extended, and interest remains guaranteed through Maturity even if a note is converted or redeemed earlier. Initial Notes will have a conversion price of $2.74 per share, subject to a $0.50 floor, while investor ownership is limited to 4.99%, or up to 9.99% at the investor’s election. The notes will be secured by substantially all present and future assets of Cerenome and CNSide, including pledged equity interests in CNSide, subject to customary exclusions.